The Directors are pleased to present their 79^th Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended March 31, 2026.

Your Company, with continued focus on the growth path, achieved its highest ever sales turnover.

GENERAL OUTLOOK OF INDUSTRY AND ECONOMY:

Global growth, though below its historical average, remained resilient with AI-driven investment and accommodative financial conditions partly offsetting tariff and geopolitical headwinds. The global macroeconomic and financial outlook looks more uncertain due to renewed inflation risk driven by energy prices and volatile financial markets. Recent energy price increases due to the West Asia conflict have heightened upside inflation risks and clouded the global growth outlook. The global growth outlook is highly contingent upon the evolving situation in the West Asia. A further escalation with ongoing trade and policy imbroglio could have a more severe impact on the global economy.

Domestic economic activity also remained resilient in the second half of 2025-26, primarily driven by private consumption, supported by both rural and urban demand, GST rate rationalisation and monetary easing. Structural reforms, favourable financial conditions and government’s thrust on infrastructure spending aided investment activity. On the supply side, services remained buoyant, and manufacturing strengthened. Global headwinds from geopolitical tensions, volatile commodity prices and supply-chain disruptions pose downside risks to the outlook.

The India Manufacturing Purchasing Managers’ Index (PMI) fell to 53.9 in March 2026 marking the weakest improvement in business conditions in nearly four years, as factory output and new orders rose at the slowest pace since mid-2022, weighed down by cost pressures, intense competition, and heightened market uncertainty amid the Middle East conflict.

The manufacturing firms polled for the purchasing managers’ index (PMI) at the end of the year 2026 reported a sharp increase in input prices in March 2026 (fastest rate of expansion since August 2022) owing to greater outlays on fuel, materials, and transportation whereas output prices increased only modestly during March 2026 for manufacturing firms in contrast with the earlier trend till February when output prices charged by firms outpaced input prices.

According to the National Statistics Office (NSO)’s Second Advance Estimates (SAE) with the new base year 2022-23, real GDP growth is placed at 7.6 per cent in 2025-26, up from 7.1 per cent in 2024-25. The pick-up was led by private final consumption expenditure (PFCE) and gross fixed capital formation (GFCF), which have expanded by 7.7 per cent and 7.1 per cent.

The Indian Rupee has been exhibiting depreciating bias on the back of persistent FPI outflows, elevated corporate dollar demand and rise in global risk-off sentiments adding to inflationary pressures through higher import prices.

As your Company approaches its 81^st foundation day, it continues to make substantial investments, with eyes on future, in newer and efficient products and capacities to consolidate its market position in mainstay product verticals.

DIVIDEND:

Your Directors are pleased to recommend a Dividend of ' 35/- (Rupees Thirty Five only) per fully paid-up equity share of Face Value of ' 5/- (Rupees Five only) each, i.e., @ 700%, for the Financial Year 2025-2026, subject to approval of the Members at the ensuing 79^th Annual General Meeting (AGM) of the Company.

The total cash out flow on account of payment of Dividend for the year (if approved) will involve a sum of ' 39,56,09,200/- (Rupees Thirty Nine Crore Fifty Six Lakhs Nine Thousand Two Hundred only).

The Dividend on equity shares, as recommended by the Board of Directors, if declared at the 79^th AGM, will be paid to the Shareholders whose names appear in the Register of Members of the Company as on the Record Date i.e., Wednesday, July 15, 2026, upon close of business hours and in respect of shares held in dematerialized form, it will be paid to Shareholders whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as the beneficial owners as on that date.

In terms of the provisions of the Income-tax Act, 2025, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. Your Company shall, accordingly, make the payment of the proposed dividend for the year ended March 31, 2026 after deduction of tax at source.

DIVIDEND DISTRIBUTION POLICY:

The Company forms part of the List of Top 1000 listed entities, based on Market Capitalisation, as on March 31, 2026. In view thereof, pursuant to the provisions of Regulation 43A of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 (including amendments) (“the Listing Regulations”), the Dividend Distribution Policy is available on the Company’s Website at https://www.bharatbijlee.com/wp-content/uploads/2026/05/bbl div-dist-policv 04082021-1.pdf.

The said Policy lays down various factors which are considered by the Board while recommending the dividend for the year.

SHARE CAPITAL:

The paid-up share capital of the Company as on March 31, 2026 was ' 5,65,15,600/-, divided into 1,13,03,120 equity shares of face value ' 5/- (Rupees Five only) each, fully paid-up.

There is no change in the capital structure since the previous year.

OPERATIONS:

Income from Sales and Services for the Company, at ' 2273.80 crores (compared to ' 1,901.69 Crores in the previous year), was higher by 19.57%. The profit before tax was lower by 10.53%, from ' 179.02 Crores in the previous year, at ' 160.17 Crores.

FINANCE:

The finance cost for the year increased by 37.58% to ' 17.17 Crores compared to ' 12.48 Crores in the previous year to support additional working capital for growth in turnover. The free reserves of the Company as on March 31, 2026 increased by ' 79.69 Crores to ' 846.76 Crores.

The credit rating for the bank facilities enjoyed by the Company has been continuing at ICRA AA- (Stable) (Long Term) and ICRA A1 (Short Term).

During the year, ' 0.01 Crores was transferred to the Investor Education and Protection Fund.

HUMAN RESOURCES AND EMPLOYEE RELATIONS:

There is an ongoing emphasis on building a progressive Human Resources culture within the Organisation. Structured initiatives to nurture talent and create a working environment that fosters motivation, teamwork and result orientation continue to be addressed. Productivity level continued to be subject to continuous monitoring. Industrial Relations continued to be harmonious.

Employee strength as on March 31, 2026 was 2,156 as compared to 1,892 in the previous year.

SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES:

The Company has no Subsidiary / Joint Venture / Associate Companies during the financial year ending March 31, 2026. Accordingly, a Statement under the provisions of Section 129(3) of the Act, containing salient features of the financial statements of the Company’s subsidiary(ies) in Form AOC-1 is not enclosed.

DEPOSITS:

The Company has not accepted / renewed any fixed deposits from the public or the Members, within the meaning of Section 73 read with Chapter V of the Companies Act, 2013 (“the Act”) and the Companies (Acceptance of Deposits) Rules, 2014, during the financial year 2025-2026, and as such, no amount of principal or interest on deposits from public or the Members, was outstanding as of the Balance Sheet date.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls framework as designed and implemented by the Company is adequate and commensurate with the size, scale and complexity of its operations. The framework has been designed to provide reasonable assurance with respect to recording and providing reliable financial and operational information,

complying with applicable laws, safeguarding of assets, transactional controls and ensuring compliance with the Company’s policies & procedures. The internal controls are tested for adequacy, efficiency and effectiveness through audits by the in-house internal audit department and the observations, corrective and preventive actions are reviewed by the management and Audit Committee of the Board of Directors. During the financial year under review, no material weakness in the design or effectiveness was observed.

The framework on Internal Financial Controls over Financial Reporting has been reviewed by the internal and the external auditors and concluded to be adequate and effective as at March 31, 2026.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the Financial Year 2025-2026, with Related Parties, as defined under Section 188 of the Act and the Rules made there under and as per the applicable provisions of the Listing Regulations, were in the ordinary course of business and on arm’s length basis.

Further the Company has not entered into material related party transactions as defined under Section 2(76) of the Act and Regulation 2(zb) of the Listing Regulations, during the Financial Year under review. Accordingly, disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act read with the Companies (Accounts) Rules, 2014, in Form AOC -2, is not annexed to this Report.

The amended / updated “Policy on Related Party Transactions” of the Company, was adopted at the Board Meeting of the Company, held on February 09, 2026.

As per the Related Party Transactions Policy, all related party transactions are placed before the Audit Committee and also before the Board for approval. Prior omnibus approval of the Audit Committee is obtained on yearly basis for transactions which could be foreseen and are of repetitive nature for a period of one year. During the year under review, the Related Party Transactions entered into, pursuant to the omnibus approval so granted for review, are placed before the Audit Committee on a quarterly basis.

In conformity with the requirements of the Act and the Listing Regulations, the weblink of the Policy is https:// www.bharatbiilee.com/wp-content/uploads/2026/05/bbl policv-on-related-partv-transactions 09022026.pdf.

The details of transactions with related parties are provided under Note No. 33 of the Financial Statements.

PARTICULARS OF LOANS, GUARANTEE, INVESTMENTS AND SECURITIES:

Particulars of loans given, guarantees provided or investments made by the Company, wherever applicable, during the financial year under review, covered under the provisions of Section 186 of the Act, have been given as a part of the Financial Statements, which forms part of this Annual Report. (Please refer Note No. 5 and 9 to the Financial Statements).

BOARD OF DIRECTORS:

Retire by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sanjiv N. Shah (DIN: 00007211), Non-executive (Non-Independent) Director and Mr. Jairaj C. Thacker (DIN 00108552), Non-executive (Non-Independent) Director, on the Board of the Company, being longest in the office, will retire by rotation at the ensuing 79^th AGM and being eligible, offers themselves for their respective re-appointment.

As on the date of this Director’s Report, the Board structure of the Company, is as follows:

None of the existing Directors of your Company are disqualified under the provisions of Section 164(2)(a) and (b) and Section 165 of the Companies Act, 2013.

During the period under review, no Non-Executive Director of the Company had any pecuniary relationship or transactions with the Company.

Except as explained hereinabove, there were no changes in Directorship of the Company as well as in Key Managerial Personnel category during the period under review. As on March 31, 2026, your Company had Eleven (11) Directors consisting of Four (4) Independent Directors, including one (1) Woman Director, Four (4) Non-Executive Directors and Three (3) Executive Directors.

Necessary Resolutions relating to Directors who are seeking re-appointment, as required under Regulation 36 of the Listing Regulations / SS-2, is disclosed as part of the Notice dated May 12, 2026, of the ensuing 79^th AGM.

Declarations by Independent Directors:

The Company has received the necessary declarations from each of the Independent Directors of the Company under Section 149 of the Act and Regulation 25 of the Listing Regulations, that they fulfil the requirements as stipulated under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations along with Rules framed thereunder.

There had been no change in the circumstances affecting their status as Independent Directors of the Company to qualify themselves to be appointed as Independent Directors under the provisions of the Act and the relevant regulations.

The Independent Directors have given the declaration under Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014 confirming compliance with Rule 6(1 ) and (2) of the said Rules that their names are registered in the databank as maintained by the Indian Institute of Corporate Affairs (“IICA”).

Mrs. Curmally, Mr. D’Souza and Mr. Jehangir are exempt from the requirement to undertake and pass the online proficiency self-assessment test as per the proviso to Rule 6(4) of Companies (Appointment and Qualification of Directors) Rules, 2014. Mr. Madhavji has successfully qualified the said online proficiency self-assessment test.

Further, in the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

Pursuant to the provisions of Regulation 34(3) read with Schedule V of the Listing Regulations, the Company has obtained a Certificate from M/s. N. L. Bhatia & Associates, Practicing Company Secretaries, Mumbai dated Tuesday, May 12, 2026, certifying that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India (SEBI) or by the Ministry of Corporate Affairs (MCA) or by any such statutory authority.

KEY MANAGERIAL PERSONNEL:

As on the date of this Boards’ Report, the following personnel have been designated as the Key Managerial Personnel of the Company, in terms of provisions of Section 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

MEETINGS OF THE BOARD:

The Board of Directors oversees the overall functioning of the Company and sets targets for future, lays down strategies and action plan to achieve its Vision on a collective basis.

The Meetings of the Board and its Committees are held at regular intervals to discuss, deliberate and decide on various business policies, strategies, governance, financial matters and other businesses. Additional Meetings of the Board are held, when deemed necessary by the Board.

Agenda of the Meetings and the supporting documents and information are circulated to the Directors through a secure IT platform, to ensure integrity and confidentiality of data. The Agenda items are comprehensive and informative in nature to facilitate deliberations and appropriate decision making at the Board meeting. Presentations are made to the Board on various functional and operational areas of the Company as well as on major projects, financial performance, etc

The Agenda placed before the Board inter-alia includes all statutory, other significant and material information, including the information mentioned in Regulation 17(7), read with Part A of Schedule II of Listing Regulations.

During the financial year under review, five (5) Board Meeting were held through Video Conferencing. Details are outlined herein under:

All recommendations made by the Board Committees were duly accepted by the Board. Further, all decisions of the Board were passed with unanimous consent and therefore no dissenting views were captured and recorded as part of the minutes.

Detailed information on the Board Meetings with regard to dates and attendance of each of the Directors thereat have been included in the Corporate Governance Report, which forms part of this Board’s Report.

Further, pursuant to the requirements of Schedule IV to the Act and Regulation 25(3) and 25(4) of the Listing Regulations, a separate Meeting of the Independent Directors of the Company was also held on February 09, 2026, without the presence of Non-Independent Directors and members of the management, to review the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairperson of the Company, taking into account the views of Executive Directors, Non-Executive Non-Independent Directors and also to assess the quality, quantity and timeliness of flow of information between the Company management and the Board.

AUDIT COMMITTEE:

The composition of the Audit Committee as on March 31, 2026 is as follows:

The Chairman of the Audit Committee was present at the last Annual General Meeting of the Company, held on September 11, 2025.

All the Members of the Committee are well versed with finance, accounts, corporate laws and general business practices. Mr. D’Souza, Chairman of the Committee, has a Master’s Degree in Commerce, a Master’s Degree in Business Administration and is a Senior Executive Program (SEP) graduate of the London Business School,

All the Members have been appropriately notified about their role and responsibilities, for being part of the Audit Committee of the Board, in line with Part C of Schedule II

read with Regulation 18 as well as Regulation 23 Listing Regulations and Section 177 of the Companies Act 2013 and rules made there under.

The Committee acts as a link between the Statutory and Internal Auditors and the Board of the Company. During the Financial Year under review, all the recommendations made by the Audit Committee were accepted by the Board of Directors.

The permanent invitees to the Committee Meetings are Chief Financial Officer, Internal Auditor and the Statutory Auditors of the Company. It is a practice of the Committee to extend an invitation to the Managing Directors, Whole-time Director and Cost Auditors to attend the Committee Meeting as and when required. Mr. Durgesh N. Nagarkar, Company Secretary, acts as Secretary of the Audit Committee.

The terms of reference of Audit Committee and other details including number of Meetings held, are provided in the Corporate Governance Report, which forms part of this Board’s Report.

NOMINATION AND REMUNERATION COMMITTEE:

The composition of the Nomination and Remuneration Committee (‘NRC’), as on March 31, 2026, is as follows:

The Chairperson of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the Company, held on September 11, 2025.

The Company Secretary of the Company acts as a Secretary to the Committee.

All the Members have been appropriately notified about their role and responsibilities, for being part of the Nomination and Remuneration Committee of the Board, in line with Part D(A) of Schedule II read with Regulation 19 of the Listing Regulations and Section 178 of the Companies Act 2013 and rules made there under.

The terms of reference of the Committee and other details including number of Meetings held, are set out in the Corporate Governance Report, which forms a part of this Boards’ Report.

The Company has no pecuniary relationship or transaction with its Non-Executive and Independent Directors other than payment of sitting fees to them for attending the Board and Committee meetings.

The Company follows a Nomination and Remuneration Policy in accordance with the provisions of the Act and the Listing Regulations to ensure reasonableness and sufficiency of remuneration to attract, retain and motivate competent resources, a clear relationship of remuneration to performance and a balance between rewarding short and long-term performance of the Company. The said “Nominations and Remuneration Policy” is available on the Company’s website at, https://www.bharatbiilee.com/wp-content/uploads/2026/05/ bbl nomination-and-remuneration-policv 27052021-1.pdf.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The composition of the Stakeholders’ Relationship Committee (‘SRC’) as on March 31, 2026 is as follows:

The Company’s Stakeholders’ Relationship Committee is responsible for the satisfactory redressal of shareholders’ / investors’ complaints/ grievances pertaining to share transfers / transmissions, non-receipts of annual reports, issuance of duplicate shares, exchange of new share certificates, recording dematerialization/ rematerialization of shares and related matters.

All the Members have been appropriately notified about their role and responsibilities, for being part of the Stakeholders’ Relationship Committee of the Board, in line with Part D(B) of Schedule II read with Regulation 20 of the Listing Regulations and Section 178 of the Companies Act 2013 and rules made there under.

The Chairman of the Stakeholders’ Relationship Committee was present at the last Annual General Meeting of the Company, held on September 11, 2025, to answer the shareholders queries.

Mr. Durgesh N. Nagarkar, the Company Secretary, is the Compliance Officer under the Listing Regulations.

During the financial year under review, six (6) complaints were received and resolved. There are no complaints pending to be resolved at the end of the year under review. The Company has created a dedicated e-mail address: investorcare@ bharatbijlee.com exclusively for investors to enable them to raise their grievances, if any. Dividend reconciliation requests were duly acted upon by the Company.

The detailed terms of reference of the Committee and other details including number of Meetings held, has been provided in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The composition of the Corporate Social Responsibility (CSR) Committee, as on March 31, 2026, is as follows:

Sr. Name of Member DIN Designation Category

No.

1 Mr. Nakul P Mehta 00056561 Chairman Managing

Director

2 Mr. Shome N. Danani 00217787 Member Executive

Director

3 Mr. Jairaj C. Thacker 00108552 Member Non-Executive

(Non

Independent)

Director

4 Mrs. Mahnaz A. 06907271 Member Independent

Curmally Director

All the Members have been appropriately notified about their role and responsibilities, for being part of the CSR Committee of the Board, in line with the provisions of Section 135 of the Companies Act 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Company Secretary of the Company acts as a Secretary to the CSR Committee.

For the Financial Year 2025-2026, Company’s CSR endeavors centered on initiatives pertaining to Education, Livelihoods, Industrial Training and Skill Development sectors. These are appended herein below:

1. Antarang Foundation

Through their CareerAware program, Antarang works with students in the 10^th and 12^th standard to help them understand careers best suited to their individual talents, preferences and family situations.

This program makes students examine themselves carefully and make informed, self-aware career choices.

Bharat Bijlee & Antarang Foundation - CareerAware and CareerReady: Enabling Aspirational Career Pathways Programme 2025-26

The CareerAware and CareerReady programmes reached 10,169 students across 66 schools in Mumbai and Thane, exceeding targets. The end-line student assessment showed that 87% of grade 10 students had clarity of immediate career plans. 16 facilitators were trained for conducting the programmes, and 1:1 counselling sessions were held with 4568 parents about their children’s careers.

At a systemic level, 85 state trainers were equipped to scale delivery across Maharashtra, alongside efforts to integrate career awareness into school curriculum. Antarang’s recently compiled ‘Transition Tracking’ longitudinal study outcomes showed that the programme had significantly outperformed national averages, with 86% of students moving into Education, Employment, Entrepreneurship, or Training (EEET) after Grades 10 and 12.

2. Anubhuti Charitable Trust:

Anubhuti, led by a woman from a nomadic tribe, works primarily with Nomadic & De-notified Tribes (NT-DNT), Adivasi, SC, migrant, and rural and urban poor populations with lenses of gender and social justice. Anubhuti works closely with youth and women living in resource-deprived urban and rural communities in Mumbai.

Bharat Bijlee & Anubhuti Charitable Trust - Career Leadership with Intersectional Marginalized Youth Programme 2025-26

Through its ‘Career Leadership’ programme, Anubhuti engaged with marginalized NT-DNT youth, directly reaching 1,887 youth, 400 community members, and 200 stakeholders, with 15,000 indirect beneficiaries. Key achievements include: 93 scholarships for students from classes 11^th to second year degree/ITI colleges thereby preventing drop-outs, 220 sessions conducted at three Study Centres in Ambernath and Kalyan, and extensive career guidance, fairs, experiential learning trips and residential camps.

An important methodology that has emerged in the four-year long journey, is of reaching last mile youth as well as scaling the program through collaborations

with higher education institutions. In FY 25-26, this initiative spanned partnerships with 13 institutions, including I IT Bombay, TISS, SNDT University, Industrial Training institutes and residential schools that cater to youth from rural, interior, Adivasi areas. The women-led team of over 30 continues to take care of operations, on-ground organization, communications, and building relationships with local institutions in less accessed areas.

3. Sar-La Education Trust (Unit: Lalji Mehrotra Technical Institute):

The Trust’s focus lies in the area of vocational education, technical education and skill development.

Bharat Bijlee & Sar-La Education Trust’s LMTI Project 2025-26

ITI courses (Electrician, Technician Power Electronics System, Lift & Escalator Mechanic & Electronics Mechanic) were effectively conducted for 192 students. Students participated in district-level technical exhibitions and attended training programs on financial literacy, EV charging, cybersecurity etc. Campus interviews were conducted by Reliance Retail, TK Elevators, Times of India, EOS Power, Globotronix, Fujitech India Elevator Ltd. amongst others.

The institute was awarded the first rank in Mumbai by Maharashtra Government for outstanding performance among ITIs. The institute also launched its LMTISkillHub with AI Agents to support flexible, self-paced learning - the platform enables instant doubt resolution and significantly enhances the digital learning experience.

4. Magic Bus India Foundation

Magic Bus India works with more than 4 lakh children and 800,000 youth across 24 states of India, to move them out of poverty. The childhood to livelihood approach uses activity-based core life skills that equips children and youth with skills and knowledge they need while growing up.

Bharat Bijlee & Magic Bus India - Adolescent Education Program for Life Skills with Community Learning Centers 2025-26

3637 children studying in 10 NMMC schools (6^th to 8^th grade) and residing in 8 major communities in Navi Mumbai have been enrolled in the Adolescent Education programme. 27 life skills sessions were conducted for 98% of the students as per the second year curriculum

of the programme. 1118 students that were identified for the Foundation and Numeracy Literacy (FNL) aspect of the program received 30 lessons each in Literacy and Numeracy in FY 25-26.

Over 14,000 community/home visits were conducted to deepen family engagement and improve tailored support for students. Meetings with school principals and teachers helped align goals, enhance cooperation, and build trust. Sessions were conducted with 717 parents focussing on topics such as importance of education, child development, gender equality, aiming to equip them with information for their children’s overall development and academic growth. An employee engagement event involving 23 BBL volunteers and 40 students of the programme fostered awareness and support for the programme’s life skills mission.

5. Poor Box Charity Fund Chhatrapati Shivaji Maharaj Hospital

Chhatrapati Shivaji Maharaj Hospital (CSMH), located in Kalwa, Thane, is a major 500-bedded public hospital and teaching institution established in 1992, associated with Rajiv Gandhi Medical College. Run by Thane Municipal Corporation, it offers comprehensive healthcare services.

Bharat Bijlee & Poor Box Charity Fund Chhatrapati Shivaji Maharaj Hospital - CSR Aarogya: Procurement & Supply of Medical Equipment Programme 2025-26

Bharat Bijlee Procured and Supplied an anaesthesia workstation of Draeger Fabius Plus and three multipara Mindray monitors to CSMH (with AMC of five-years) to help boost surgical services at the hospital. The machine has been used every day for administering anaesthesia for routine and emergency surgeries. Approximately 1000 surgeries were performed with the help of the machine in FY 25-26.

6. The Society for the Education of the Challenged

Founded in 1959, The Society for the Education of the Challenged (SEC) provides opportunities to children with physical and multiple disabilities for education, learning a vocation, and becoming contributing and productive members of society. In 1963, SEC was given recognition by the BMC which gave premises in its municipal school buildings within Mumbai, to operate three day schools (Agripada/Khar Danda/ Pratiksha Nagar). A residential school was also started at Kamshet and later relocated to Naigaon on the Mumbai-Pune Road.

Bharat Bijlee & SEC - Support for Amenities for Differently-abled Children Programme, 2025-26

Bharat Bijlee supported purchase of various school equipment for SEC’s day schools and residential school including computers, CCTV surveillance, face recognition biometric machine, refrigerator, washing machines, and inverters that have enhanced school infrastructure, improved operational efficiency and provided better facilities to its 200 students.

7. St. Jude India Child Care Centres

Since 2006, St Jude has been providing a “Home away from Home” facility for needy children being treated for cancer in major cities of India. To help these children recuperate from the treatment, they provide a safe, clean and hygienic place to stay. Their support covers their nutritional needs, counselling, transport to and from the hospitals, recreation and education and skill development programs for the parents. All services are provided completely free of cost for the entire duration of the treatment.

Bharat Bijlee & St. Jude India Child Care Centres -Maintenance of Family Units Programme, 2025-26

Bharat Bijlee supported the partial operational expenses of 10 family units at St Jude’s Cotton Green facility in Mumbai. During this period, a total of 25 children along with their caregivers benefited from these facilities. The support ensured safe hygienic accommodation, continued care by staying close to the hospital, and adherence to treatment protocols. Families also received holistic care in a nurturing environment, helping ease the physical, emotional, and logistical challenges associated with cancer treatment.

During the Financial Year under review

i. Your Company was required to spend an amount of ' 2,94,69,700/- (Rupees Two Crore Ninety Four Lakhs Sixty Nine Thousand Seven Hundred only), (2% of the average net profits of last three financial years) towards Corporate Social Responsibility (CSR) activities; There was no excess amount to be set-off against ' 2,94,69,700/-.

ii. Your Company for the Financial Year 2025-2026, has spent an aggregate amount of ' 2,95,82,355/-, (Rupees Two Crores Ninety Five Lakhs Eighty Two Thousand Three Hundred and Fifty Five only), for carrying out seven (7) CSR Programmes, as mentioned in the respective Annual Action Plans of the Company, for the Financial Year 2025-2026, approved by the Board of Directors.

iii. The Company has spent an excess amount of ' 1,12,655/- (Rupees One Lakh Twelve Thousand Six Hundred and Fifty Five only), in the Financial Year 2025-2026.

The Annual Report on CSR activities that includes details about brief outline on CSR Policy developed and implemented by your Company, Composition of CSR Committee and CSR Initiatives taken during the Financial Year 2025-2026, in accordance with Section 135 of the Act and other details required to be disclosed as per the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, is set out at Annexure I, forming part of this Board’s Report.

RISK MANAGEMENT COMMITTEE:

The composition of the Risk Management Committee (‘RMC’) as on March 31,2026 is as follows:

All the Members have been appropriately notified about their role and responsibilities, for being part of the Risk Management Committee of the Board, in line with Part D(C) of Schedule II read with Regulation 21 of the Listing Regulations.

The Company Secretary of the Company acts as a Secretary to the Risk Management Committee.

Mr. Ramachandran S. Nair, Sr. General Manager: Internal Audit and Mr. Umesh S. Zende, Sr. General Manager: Cost & Management Accounting, are the permanent Invitees to the Meeting.

The detailed terms of reference of the Committee and other details including number of Meetings held, has been provided in the Corporate Governance Report.

The “Risk Management Policy” is hosted on Company’s Website at https://www.bharatbijlee.com/ wp-content/uploads/2026/05/bbl risk-management-policy 04082021-1.pdf.

EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

Pursuant to the provisions of Section 178(2) of the Act, Regulation 17(10) of the Listing Regulations and the Guidance Note issued by SEBI, the Board of Directors of the Company, at its Meeting held on February, 09, 2026, through Video Conferencing, evaluated the Annual Performance of Individual Directors, Board as a whole, Independent Directors and all the Committees of the Board viz., Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and Banking Committee on the basis of performance evaluation criteria approved by the Nomination and Remuneration Committee of the Company.

Further, In accordance with the provisions of Schedule IV of the Act and Regulation 25(3) of the Listing Regulations, a separate Meeting of the Independent Directors of the Company was held on February, 09, 2026, through Video Conferencing, where the Independent Directors of the Company assessed the annual performance Non-Independent Directors, Board and Chairman of the Company, on the basis of performance evaluation criteria approved by the Nomination and Remuneration Committee of the Company.

Responses of the Directors were sought by way of a structured questionnaire covering various aspects of the Board’s and Committee’s functioning such as adequacy, effectiveness, diversity etc of the Board and on the structure, composition of Committees, attendance, participation, fulfillment of the functions etc. The observation/ outcome of the evaluation was discussed and presented to the Chairman of the Board at the Meeting held on February, 09, 2026.

There were no observations and actions pending to be taken by the Company and the Board was satisfied with all the processes being followed by the Management and is hopeful in continuing the same good governance practices in the Company.

BOARD DIVERSITY POLICY:

The Company has in place a Board Diversity Policy, which is hosted on the website of the Company, https://www. bharatbiilee.com/wp-content/uploads/2026/05/policv-on-board-diversity-1.pdf. The criteria for determining qualification, positive attributes, and independence of Directors are as per the Board Diversity Policy, Listing Regulations, and the Act.

VIGIL MECHANISM POLICY:

Your Company believes in doing business with integrity and displays zero tolerance for any form of unethical behavior. Under the “Whistle Blower Policy”, in line with the provisions of Section 178(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of the Listing Regulations, employees are free to report any improper activity resulting in violation of laws, rules, regulations, or code of conduct by any of the employees to the Chairman of the Audit Committee.

During the financial year under review, no employee has been denied access to the Chairman of the Audit Committee. Also, Whistle blower complaints, if any and their redressal are discussed at the meeting of Audit Committee of the Board. During the financial year under review, no such complaints were received.

Details of “Vigil Mechanism Policy” are available on the internal employee portal as well as the website of the Company, i.e., https://www.bharatbiilee.com/wp-content/uploads/2026/05/ bbl whistle-blower-policy-1.pdf. The Policy provides that the Company investigates such reported matters in an impartial manner and takes appropriate action to ensure that requisite standards of confidentiality, professional and ethical conduct are always upheld.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

Your Company gives prime importance to the dignity and respect of its employees irrespective of their gender or hierarchy and expects responsible conduct and behavior on the part of employees at all levels.

To foster a positive workplace environment, free from harassment of any nature, your Company has institutionalized the ‘Policy for Prevention and Redressal of Sexual Harassment’ in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (hereinafter referred as “the said Act”) and Rules made there under, through which we address complaints of sexual harassment at the all workplaces of the Company. The said policy has been uploaded on the internal portal of the Company for information of all employees.

As per the provisions of Section 4 of the said Act, the Board of Directors has constituted the Internal Complaints Committee (‘ICC’) at the Registered Office, Works and at all the Regional Offices of the Company to deal with the complaints received by the Company pertaining to gender discrimination and sexual harassment at workplace.

Also, each branch of the Company, has its own ICC consisting of officers from Serial no. 1, 3 and 4, as mentioned herein above, along with two more members employed at the branches, one of them consisting of a woman employed in those respective branches.

Company had conducted a Training Session on “POSH awareness”, wherein 80 Workmen & 41 GAT’s (Graduate Apprentice Trainee) have been covered in the year 2025-2026.

Further, as per the provisions of Section 21 & 22 of the said Act, the Report on the details of the number of cases filed under Sexual Harassment and their disposal for the financial year under review, is as under:

During the year under review, the Company has not received any complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Accordingly, no complaints were pending or remained unresolved for more than 90 days as on the end of the financial year.

DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of Section 134(3)(c) read with Section 134(5) of the Act, the Board of Directors hereby confirms that:

a. i n the preparation of the Annual Financial Statements for the Year ended March 31, 2026, the Indian Accounting Standards (Ind AS), the provisions of the Companies Act, 2013, as applicable and guidelines issued by the Securities and Exchange Board of India (SEBI) have been followed along with proper explanations relating to material departures, if any;

b. such accounting policies have been selected and applied consistently and the Directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2026 and of the Profit of the Company for the year ended on that date;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

TRANSFER OF UNCLAIMED EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF) ACCOUNT:

Pursuant to the provisions of Section 124 of the Act and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules’), (including any statutory modification(s) / re-enactment(s) / amendment(s) thereof, for the time being in force), the dividend which remains unclaimed / unpaid for a period of seven (7) years from the date of transfer to the unpaid dividend account of the Company, is required to be transferred to the Investor Education and Protection Fund Authority (‘IEPF’) established by the Central Government. Also, according to the IEPF Rules, the shares in respect of which dividend has not been paid / claimed by the Shareholders for seven (7) consecutive years or

more, shall also be transferred to demat account created by the IEPF Authority.

Further, in compliance with the provisions laid down in IEPF Rules, the Company had sent notices and also advertised in the newspapers seeking action from Shareholders who have not claimed their dividends for seven (7) consecutive years or more.

Accordingly, the Company has transferred ' 93,405/-, being the unclaimed dividend amount pertaining to Dividend for the financial year ended March 31, 2018, to the IEPF, during the year 2025.

Also, 3,432 corresponding Equity Shares of ' 5/- each, on which dividend was not encashed / remained unclaimed for seven (7) consecutive years and the due date of which was September 3, 2025, were transferred during the year 2025, to the IEPF Account, after following the prescribed procedure. It may please be noted that no claim shall lie against the Company in respect of share(s) transferred to IEPF pursuant to the said Rules

However, the Shareholders are entitled to claim their shares including all the corporate benefits accruing on such shares, if any, from the IEPF Authority by submitting an online application in Form IEPF-5 and sending a physical copy of the Form IEPF-5 duly signed by all the joint shareholders, if any, as per the specimen signature recorded with the Company along with requisite documents enumerated in the Form IEPF-5, to the Company’s RTA. The Rules and Form IEPF-5, as prescribed, for claiming back the shares, are available on the website of the IEPF, i.e., on www.iepf.gov.in.

The details of Nodal Officer of the Company, in line with the provisions of IEPF Regulations are available on the Company website and can be accessed through the link: https://www.bharatbiilee.com/companv/investor-relations/ investor-contact/

PARTICULARS OF EMPLOYEES AND REMUNERATION:

Information as required under the provisions of Section 197(12) of the Act and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) / amendment(s) / re-enactment thereof, for the time being in force), is set out in Annexure II hereto, which forms part of this Board’s Report.

CORPORATE GOVERNANCE:

Your Company upholds the standards of governance and is compliant with the Corporate Governance provisions as

stipulated under SEBI Listing Regulations. A separate Report on Corporate Governance is annexed as Annexure IV, and forms integral part of this Board’s Report along with the requisite Compliance Certificate as required under Part E of Schedule V of the Listing Regulations, issued by Messrs N. L. Bhatia and Associates, Practicing Company Secretaries, Mumbai, Secretarial Auditors of the Company, pertaining to the compliance of conditions of Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA) REPORT:

Pursuant to Regulation 34(2)(f) read with Schedule V of the Listing Regulations, a separate Report on Management Discussion and Analysis (‘MDA’) forms part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

In line with Regulation 34(2)(f) of the Listing Regulations, a Business Responsibility and Sustainability Report (BRSR) forms an integral part of this Boards’ Report, as Annexure VI.

STATUTORY AUDITOR AND THEIR REPORT:

Messrs Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Registration Number : 117366W/W-100018), Mumbai, on the recommendation of the Audit Committee and as approved by the Board, were appointed as Statutory Auditors of the Company, at the 75^th Annual General Meeting, of the Company, held on Wednesday, September 28, 2022, for a second (2^nd) term of five (5) consecutive years, commencing from the conclusion of the 75^th Annual General Meeting till the conclusion of the 80^th AGM of the Company, at such remuneration plus applicable tax and reimbursement of out of pocket expenses incurred by them during the course of audit, as Board of Directors / Audit Committee may fix in this behalf.

OBSERVATIONS OF STATUTORY AUDITORS ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026:

The Auditor’s report given by Messrs Deloitte Haskins & Sells, LLP, Statutory Auditors, on the Financial Statements of the Company, for the year ended March 31, 2026, forms part of the Annual Report. There has been no qualification, reservation or adverse remark or any Disclaimer in their Report.

REPORTING OF FRAUDS:

There have been no frauds reported by the Auditors, under sub section (12) of Section 143 of the Act (including amendments), during the financial year under review, to

the Audit Committee or the Board of Directors and hence, as such there is nothing to report by the Board under Section 134 (3)(ca) of the Act.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING:

Pursuant to Clause 9 of the Revised Secretarial Standard - 1 (SS-1), your Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India, during the Financial Year under review.

SECRETARIAL AUDITORS AND THEIR REPORT:

Messrs N. L. Bhatia & Associates, Practicing Company Secretaries, Mumbai (Firm Registration No.: P1996MH055800), was appointed as the Secretarial Auditors of the Company, for a term of five (5) consecutive years from the F.Y. 2025-2026 till F.Y. 2029-2030, by the Shareholders, at the 78^th AGM of the Company, held on September 11, 2025, at the remuneration of ' 4,00,000 (Rupees Four Lakhs only) plus applicable taxes (in addition to the out of pocket expenses on actuals as may be incurred in the discharge of their functions), for the F.Y. 2025-2026, and for subsequent years of their term of five (5) consecutive years, at such fee as may be determined by the Board of Directors of the Company based on the recommendation of the Audit Committee, in consultation with the Secretarial Auditors.

Messrs N. L. Bhatia & Associates, conducted Secretarial Audit pursuant to the provisions of Section 204 of the Act and submitted the Secretarial Audit Report for the financial year ended March 31, 2026. The said Report on Secretarial Audit for the financial year 2025-2026, in Form MR-3, as Annexure V, forms integral part of this Board’s Report. There has been no qualification, reservation or adverse remark or any Disclaimer in their Report.

COST AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 (including any amendment(s), modification(s), variation or re-enactment thereof for the time being in force), and as per the recommendation of the Audit Committee, the Board of Directors at its Meeting dated May 12, 2026, have appointed Messrs R. Nanabhoy & Co., Cost Accountants (Firm Registration No.: 000010), as the Cost Auditors of the Company, for the Financial Year 2026-2027, to audit the cost records of Electric Motors, Power Transformers, Drives and Magnet Technology Machines, at a remuneration as mentioned in the Notice of the 78^th AGM.

The Members are informed that, for a very long period of time, M/s. PM. Nanabhoy & Co., were engaged as the Cost Auditors of the Company. However, to bring in administrative convenience, this year, the Company has received a Consent Letter, dated April 08, 2026, from Messrs R. Nanabhoy & Co., Cost Accountants, instead of M/s P. M. Nanabhoy & Co., for the proposed Cost Auditors’ appointment of the Financial Year 2026-2027.

A said Certificate from Messrs R. Nanabhoy & Co., has been received to the effect that their appointment as Cost Auditors of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and the Rules framed there under.

A Resolution seeking Member’s approval for the remuneration payable to Cost Auditors forms part of the Notice convening 79^th AGM of the Company and the same is recommended for approval of Members.

The Cost Audit Report for the Financial Year ended March 31, 2025, issued by Messrs P M. Nanabhoy & Co., in respect of the various products prescribed under Cost Audit Rules does not contain any qualification(s), reservation(s) or adverse remark(s) and the same was filed with the Ministry of Corporate Affairs on August 20, 2025. The Cost Audit Report for the Financial Year ended March 31,2026 will be filed with the Ministry of Corporate Affairs within stipulated time.

DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the Financial Year under review, no Corporate Insolvency Resolution Process (CIRP) was Initiated against your Company, under the “Insolvency and Bankruptcy Code, 2016” (IBC) (as amended).

EXTRACT OF ANNUAL RETURN:

The annual return of the Company as required under the Companies Act, 2013 will be made available on the Website of the Company at, https://www.bharatbiilee.com/ companv/investor-relations/disclosures/annual-return/.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure III which forms part of this Board’s Report.

MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT:

Except as disclosed elsewhere in this Board’s Report, no material changes and commitments which could affect the Company’s financial position have occurred since the close of the financial year, i.e., March 31, 2026, till the date of this Board’s Report. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

For the year under review and till the date of this Board’s Report, there are no significant and / or material orders passed by the Regulator(s) or Court(s) or Tribunal(s) impacting the going concern status of the Company and its business operations in future.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

No one-time settlement has been undertaken by the company; hence, this clause is not applicable.

STATEMENT WITH RESPECT TO THE COMPLIANCE TO THE PROVISIONS RELATING TO THE CODE ON SOCIAL SECURITY, 2020:

We hereby confirm that our Company is in full compliance with the provisions of the erstwhile Maternity Benefit Act, 1961, and subsequent amendments thereof and the now in force the Code on Social Security 2020. All female employees are informed about their rights under the said legislation at the time of ioining and through regular internal communications.

We affirm our commitment to fostering a workplace environment that respects and upholds the statutory rights of women employees under the Code on Social Security, 2020.

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/ events relating to these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise;

2. Issue of Shares (including sweat Equity shares) to employees of the Company under any Scheme.

3. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3) (c) of the Act).

APPRECIATION:

The Board proudly acknowledges the collective efforts behind our F.Y. 2025-2026 performance. We thank our lenders and financial institutions for their trust and flexibility, and our business associates, vendors, and service providers for their vital operational support. We also appreciate the

ooperation of the Government of India and regulatory luthorities. Above all, we remain deeply appreciative of ur customers for their enduring loyalty and convey our )rofound gratitude to our employees at all levels for their nwavering dedication and steadfast alignment with the Company’s core values and strategic objectives.